UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: April 29, 2005
(Date of earliest event reported)
21ST CENTURY HOLDING COMPANY
(Exact name of registrant as specified in its charter)
Florida 0-2500111 65-0248866
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
3661 West Oakland Park Blvd., Suite 300
Lauderdale Lakes, FL 33311
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 581-9993
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance-Sheet Arrangement
On April 29, 2005, 21st Century Holding Company (the "Company") received
from counsel to Whitebox Advisors ("Whitebox"), the beneficial owner of
approximately $8.7 million in outstanding principal balance of the Company's 6%
Senior Subordinated Notes (the "Notes"), a letter alleging the Company's breach
of the purchase agreements between the Company and the purchasers of the Notes.
The allegation relates to the Company's withdrawal of a previously given notice
to the Note holders, which stated that the Company elected to pay the April 30,
2005 payment of principal and interest due on the Notes in shares of the
Company's common stock. Note holders' remedies with respect to an event of
default include acceleration of the outstanding principal amount of Notes due,
which as of the date of this Report totaled $15.2 million, and such other legal
or equitable relief to which the Note holders may prove themselves to be
entitled. The Company timely made the April 30, 2005 payment due to the Note
holders in full, in cash. The Company believes that the payment in cash and the
withdrawal of the notice is consistent with the terms of the purchase
agreements, and that no event of default under the purchase agreements exists.
As of the date of this Report, the Company and Whitebox have reached a
verbal agreement, whereby Whitebox agreed to accept the April 30, 2005 cash
payment in exchange for the Company's agreement to refrain from future
withdrawals of the notice of intention to pay in shares. The Company has had no
contact from any other Note holders and believes that this matter is resolved.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
21ST CENTURY HOLDING COMPANY
Date: May 5, 2005 By: /s/ Richard A. Widdicombe
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Name: Richard A. Widdicombe
Title: Chief Executive Officer
(Principal Executive Officer)
Date: May 5, 2005 By: /s/ J. Gordon Jennings III
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Name: J. Gordon Jennings III
Title: Chief Financial Officer
(Principal Accounting and Financial Officer)